Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuance), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not so convertible or exchangeable immediately following such issuance), or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first issued and for a consideration equal to the consideration (determined in the manner provided in clauses (x) and (y) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z) (1) shall be the average of such range of prices); (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto shall be deemed to have been issued at the time such convertible or exchangeable securities or such options, warrants or other rights are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities and the exercise of any options, warrants or other rights (the consideration in each case to be determined in the manner provided in clauses (x) and (y) above); (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, the Warrant Price as then in effect shall forthwith be readjusted to such Warrant Price as would have been obtained had such adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights exercised prior to such change, or securities converted or exchanged prior to such change; (4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Price shall have been adjusted upon such securities being issued or becoming exercisable, convertible or exchangeable, such Warrant Price shall forthwith be readjusted to such Warrant Price as would have been obtained had an adjustment been made on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; and (5) if the Warrant Price shall have been adjusted when such options, warrants or other rights were first issued or such convertible or exchangeable securities were first issued, no further adjustment of the Warrant Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 3 contracts
Samples: Warrant Agreement (Brantley Capital Corp), Warrant Agreement (Waterlink Inc), Warrant Agreement (Waterlink Inc)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuanceat the time exercisable):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants warrant or other rights plus the purchase price provided maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights for the shares of to purchase or acquire Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)Stock;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Warrant Exercise Price and the number of Exercise Shares as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Exercise Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Warrant Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Warrant Exercise Price and the number of Exercise Shares shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Exercise Price and the number of Exercise Shares shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Holiday Rv Superstores Inc), Securities Purchase Agreement (Holiday Rv Superstores Inc), Securities Purchase Agreement (Holiday Rv Superstores Inc)
Options and Convertible Securities. In the case of the issuance of of: (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), ; (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuanceexchangeable), ; or (iii) options, warrants or rights to purchase such convertible Participating or exchangeable securities (whether or not exercisable immediately following such issuanceat the time exercisable):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company Corporation upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, securities or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company Corporation for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company Corporation upon the conversion or exchange of such securities and or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company Corporation upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the applicable Conversion Price as then in effect shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect rights not exercised prior to such options, warrants change or other rights exercised of such convertible or exchangeable securities not converted or exchanged prior to such change, or securities converted or exchanged prior to upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant applicable Conversion Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant that Conversion Price shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, rights or upon the conversion or of exchange of such Participating or exchangeable securities; and
(5) if the Warrant applicable Conversion Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Conversion Price shall be made for the that actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the applicable Conversion Price shall be made pursuant to subclauses (1) or (2) of this subclause (C).
Appears in 2 contracts
Samples: Investment Agreement (O'Gara Group, Inc.), Investment and Recapitalization Agreement (O'Gara Group, Inc.)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable) (but any adjustment pursuant to this provision shall be made only to the extent any adjustment shall have not been made pursuant to Section 6(f)(iv)(D)), (iiy) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iiiz) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):at the time exercisable),
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices);thereby,
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above);subsequent conversion or exchange thereof,
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchangeexchange (but excluding any change resulting solely from the operation of the anti-dilution provisions thereof if, and only if, such anti-dilution provisions would not require an adjustment to the exercise price or conversion price thereof in the event of any change to the Conversion Price pursuant to the provisions of this Section 6), the Warrant Conversion Price as then in effect shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change;, upon the basis of such change,
(4) on the expiration or cancellation of any such options, warrants or other rightsrights that are unexercised, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Conversion Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Conversion Price shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; convertible or exchangeable securities and
(5) if the Warrant Conversion Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issued, no further adjustment of the Warrant Conversion Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 2 contracts
Samples: Restructuring Agreement (TPG Advisors Ii Inc), Restructuring Agreement (Cypress Group LLC)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuance), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not so convertible or exchangeable immediately following such issuance), or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first issued and for a consideration equal to the consideration (determined in the manner provided in clauses (x) and (y) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)issuance
(1) shall be the average of such range of prices);
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto shall be deemed to have been issued at the time such convertible or exchangeable securities or such options, warrants or other rights are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities and the exercise of any options, warrants or other rights (the consideration in each case to be determined in the manner provided in clauses (x) and (y) above);
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, the Warrant Price as then in effect shall forthwith be readjusted to such Warrant Price as would have been obtained had such adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights exercised prior to such change, or securities converted or exchanged prior to such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Price shall have been adjusted upon such securities being issued or becoming exercisable, convertible or exchangeable, such Warrant Price shall forthwith be readjusted to such Warrant Price as would have been obtained had an adjustment been made on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; and
(5) if the Warrant Price shall have been adjusted when such options, warrants or other rights were first issued or such convertible or exchangeable securities were first issued, no further adjustment of the Warrant Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Samples: Warrant Agreement (Waterlink Inc)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (iiy) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance)exchangeable, or (iiiz) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):at the time exercisable), other than in each case Excluded Stock as defined in Section 5.1.5(b) below:
(1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (xSections 5.1.5(a)(i) and (yii) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, consideration if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in Sections 5.1.5(a)(i) and (ii) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, the Warrant Price as then in effect shall forthwith be readjusted to such Warrant Price as would have been obtained had such adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights exercised prior to such change, or securities converted or exchanged prior to such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Price shall have been adjusted upon such securities being issued or becoming exercisable, convertible or exchangeable, such Warrant Price shall forthwith be readjusted to such Warrant Price as would have been obtained had an adjustment been made on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; and
(5) if the Warrant Price shall have been adjusted when such options, warrants or other rights were first issued or such convertible or exchangeable securities were first issued, no further adjustment of the Warrant Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Harris James T)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable) (but any adjustment pursuant to this provision shall be made only to the extent any adjustment shall not have been made pursuant to Section 6(f)(iv)(D)), (iiy) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iiiz) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):at the time exercisable),
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices);thereby,
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above);subsequent conversion or exchange thereof, Series I Preferred Stock
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchangeexchange (but excluding any change resulting solely from the operation of the anti-dilution provisions thereof if, and only if, such anti-dilution provisions would not require an adjustment to the exercise price or conversion price thereof in the event of any change to the Conversion Price pursuant to the provisions of this Section 6), the Warrant Conversion Price as then in effect shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change;, upon the basis of such change,
(4) on the expiration or cancellation of any such options, warrants or other rightsrights that are unexercised, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Conversion Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Conversion Price shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; convertible or exchangeable securities and
(5) if the Warrant Conversion Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issued, no further adjustment of the Warrant Conversion Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuanceat the time exercisable):
(1i) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (x) Subsections 2.8.1.1 and (y) 2.8.1.2 above), if any, received by the Company Borrower upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2ii) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company Borrower for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in Sections 2.8.1.1 and 2.8.1.2), if any, to be received by the Company Borrower upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3iii) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company Borrower upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the Conversion Price as then in effect shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4iv) on On the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Conversion Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Conversion Price shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5v) if If the Warrant Conversion Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Conversion Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof; (provided, however, that no increase in the Conversion Price shall be made pursuant to subclauses (i) and (ii) of this Section 2.8.1.3.
Appears in 1 contract
Samples: Loan Agreement (Univec Inc)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuanceat the time exercisable):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the purchase price provided maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights for the shares of to purchase or acquire Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)Stock;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the Conversion Price as then in effect shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Conversion Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Conversion Price shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Warrant Conversion Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Conversion Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Samples: Secured Promissory Note (Holiday Rv Superstores Inc)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuanceat the time exercisable):
(1) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant antidilution provisions thereof, the Conversion Price or Floor as then in effect shall forthwith be readjusted to such Warrant Conversion Price or Floor as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on On the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Conversion Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Conversion Price shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Warrant Price shall have been adjusted when such options, warrants or other rights were first issued or such convertible or exchangeable securities were first issued, no further adjustment of the Warrant Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Options and Convertible Securities. In case, at any time, the case of the issuance of Company shall issue any (ia) options, warrants or other rights to purchase or acquire shares of Common Stock other than Excluded Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (iib) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exercisable) or (iiic) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable at the time exercisable), the Exercise Price in effect immediately following prior to each such issuance):issuance shall immediately (except as provided below) be reduced to the lower of the prices determined in accordance with subparagraph (A) and (B) of Section 3.1(a)(i) and the following:
(1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subparagraph (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities and the exercise of any related options, warrants or other rights (the consideration in each case to be determined in the manner provided in clauses subparagraph (xA) and (yB) above);
(3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable of conversion or conversion of or exchange of for such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant antidilution provisions thereof, the Exercise Price as then in effect shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or securities not converted or exchanged prior to such change, on the basis of such change;
(4D) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Exercise Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Exercise Price shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; and
(5E) if the Warrant Exercise Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Exercise Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the initial Exercise Price shall be made pursuant to this Section 3.1(a)(ii) (except as necessary to reverse a decrease in the Exercise Price under the circumstances described in subparagraph (ii)(D)).
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):at the time exercisable), other than in each case Excluded Stock:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants warrants, or other rights are first were issued and for a consideration equal to the considerationconsidera- tion, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the Exercise Price as then in effect shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Exercise Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Exercise Price shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Warrant Exercise Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Exercise Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (iiy) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance)exchangeable, or (iiiz) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):at the time exercisable), other than in each case Excluded Stock as defined in Section 5.1.5(b) below:
(1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (xSections 5.1.5(a)(i) and (yii) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, consideration if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in Sections 5.1.5(a)(i) and (ii) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the Conversion Price as then in effect shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4D) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Initial Conversion Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Initial Conversion Price shall forthwith be readjusted to such Warrant Initial Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5E) if the Warrant Initial Conversion Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Conversion Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof. In addition to the adjustments set forth above, the Initial Conversion Price shall be immediately reduced on a PARI PASSU basis with the conversion, exercise, or strike price of any other derivative securities of the Company whether now outstanding or hereafter issued.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Equalnet Holding Corp)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuance)at the time exercisable) other than Excluded Shares, (ii) securities by their terms convertible into or exchangeable for shares of Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuanceexchangeable), or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuanceat the time exercisable):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first issued and become exercisable for a consideration equal to the consideration (determined in the manner provided in clauses (x) and (y) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities or such options, warrants or other rights are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities and the exercise of any options, warrants or other rights (the consideration in each case to be determined in the manner provided in clauses (x) and (y) above);
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including but not limited to, a change resulting from any subdivision, split-up combination or reclassification thereof, the Warrant Price as then in effect shall forthwith be readjusted to such Warrant Price as would have been obtained had such adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights exercised prior to such change, or securities converted or exchanged prior to such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Price shall have been adjusted upon such securities being issued or becoming exercisable, convertible or exchangeable, such Warrant Price shall forthwith be readjusted to such Warrant Price as would have been obtained had an adjustment been made on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; and
(5) if the Warrant Price shall have been adjusted when such options, warrants or other rights were first issued or such convertible or exchangeable securities were first issued, no further adjustment of the Warrant Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Samples: Warrant Agreement (Athersys Inc /Oh)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuanceexchangeable), or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):at the time exercisable) other than Excluded Stock:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants warrants, or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the Exercise Price as then in effect shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Exercise Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Exercise Price shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Warrant Exercise Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Exercise Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Samples: Warrant Agreement (Acr Group Inc)
Options and Convertible Securities. In the case of the issuance ---------------------------------- of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):at the time exercisable), other than in each case Excluded Stock:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants warrants, or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti- dilution provisions thereof, the Exercise Price as then in effect shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Exercise Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Exercise Price shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Warrant Exercise Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Exercise Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Samples: Exchange Agreement (Tuboscope Vetco International Corp)
Options and Convertible Securities. In If, after the case of Issuance Date, the issuance of (i) Company shall grant any options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) or issue any securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following exchangeable) and the consideration per share for which Common Stock may at any time thereafter be issuable pursuant to such issuance), or (iii) options, warrants or other rights or pursuant to purchase the terms of such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):shall be less than the Trigger Price, then:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed considered to have been issued at the time such options, warrants or other rights are first issued were granted and for a consideration equal to the consideration (determined in the manner provided in clauses (x) subclauses "a" and (y) above"b" of this clause "1"), if any, received by the Company upon the issuance grant of such options, warrants or other rights plus the minimum purchase price provided for in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed considered to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first issued were granted and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities and the exercise of any related options, warrants or other rights (the consideration in each case to be determined in the manner provided in clauses (x) subclauses "a" and (y) above"b" of this clause "1");
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of for such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the Series B Conversion Price as then in effect shall forthwith be readjusted to such Warrant Series B Conversion Price as would have been obtained had such an adjustment been made upon the original issuance grant of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or the issuance of such securities not converted or exchanged prior to such change, on the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Series B Conversion Price shall have been adjusted upon such securities being issued the grant or becoming exercisableissuance thereof, convertible or exchangeable, such Warrant then the Series B Conversion Price shall forthwith be readjusted to such Warrant Series B Conversion Price as would have been obtained had an adjustment been made upon the grant or issuance of such options, warrants, rights or securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; and
(5) if the Warrant Series B Conversion Price shall have been adjusted when upon the grant or issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Series B Conversion Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the Series B Conversion Price shall be made pursuant to subclauses "1", "2" or "3"of this subclause "c".
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance ---------------------------------- of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):at the time exercisable), other than in each case Excluded Stock:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants warrants, or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant anti-dilution provisions thereof, the Exercise Price as then in effect shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Exercise Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Exercise Price shall forthwith be readjusted to such Warrant Exercise Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Warrant Exercise Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Exercise Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Samples: Subscription Agreement (Tuboscope Vetco International Corp)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire shares of Common Stock Shares (whether or not exercisable immediately following such issuance), other than 875,000 Common Shares, as equitably adjusted, to be reserved for issuance under an equity incentive or similar plan of the Company, (iiy) securities by their terms convertible into Common Shares or exchangeable for shares Common Stock (whether or not so convertible or exchangeable Shares immediately following such issuance), or (iiiz) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuance):
(1) the aggregate maximum number of shares of Common Stock Shares deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock Shares shall be deemed to have been issued at the time such options, warrants or other rights are first issued become exercisable and for a consideration equal to the consideration (determined in the manner provided in clauses (xA) and (yB) above), if any, received by the Company upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock Shares covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the aggregate maximum number of shares of Common Stock Shares deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such securities become convertible or exchangeable securities or such options, warrants or other rights are first issued become exercisable and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities and the exercise of any related options, warrants or other rights (the consideration in each case to be determined in the manner provided in clauses (xA) and (yB) above);
(3) on any change in the number of shares of Common Stock Shares deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from any subdivision, split-up, combination or reclassification thereof, the Warrant Conversion Price as then in effect shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Conversion Price shall have been adjusted upon such securities being issued or becoming exercisable, convertible or exchangeable, such Warrant Conversion Price shall forthwith be he readjusted to such Warrant Conversion Price as would have been obtained had an adjustment been made upon such options, warrants or other rights becoming exercisable or securities becoming convertible or exchangeable on the basis of the issuance of only the number of shares of Common Stock Shares actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such securities; and
(5) if the Warrant Conversion Price shall have been adjusted when upon such options, warrants or other rights were first issued becoming exercisable or such convertible or exchangeable securities were first issuedbecoming convertible or exchangeable, no further adjustment of the Warrant Conversion Price shall be made for the actual issuance of shares of Common Stock Shares upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not exercisable immediately following such issuanceat the time exercisable), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeable immediately following such issuance), exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not exercisable immediately following such issuanceat the time exercisable):
(1) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights are first were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subclauses (xA) and (yB) above), if any, received by the Company Corporation upon the issuance of such options, warrants or other rights plus the minimum purchase price provided in such options, warrants or other rights for the shares of Common Stock covered thereby (if the purchase price per share of Common Stock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices)thereby;
(2) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereto thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights are first were issued and for a consideration equal to the consideration, if any, received by the Company Corporation for any such convertible or exchangeable securities or and related options, warrants or other rights (excluding any cash received on account of accrued interest or accumulated accrued dividends), plus the additional considerationconsideration (determined in the manner provided in subclauses (A) and (B) above), if any, to be received by the Company Corporation upon the conversion or exchange of such securities and securities, or upon the exercise of any related options, warrants or other rights (to purchase or acquire such convertible or exchangeable securities and the consideration in each case to be determined in the manner provided in clauses (x) and (y) above)subsequent conversion or exchange thereof;
(3) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the Warrant antidilution provisions thereof, the Variable Conversion Rate or Maximum Price as then in effect shall forthwith be readjusted to such Warrant Variable Conversion Rate or Maximum Price as would have been obtained had such an adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on On the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Warrant Conversion Price shall have been adjusted upon such securities being issued or becoming exercisablethe issuance thereof, convertible or exchangeable, such Warrant the Conversion Price shall forthwith be readjusted to such Warrant Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if If the Warrant Conversion Price shall have been adjusted when upon the issuance of any such options, warrants warrants, rights or other rights were first issued or such convertible or exchangeable securities were first issuedsecurities, no further adjustment of the Warrant Conversion Price shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof; (provided, however, that no increase in the Conversion Price shall be made pursuant to subclauses (1) and (2) of this subclause (C)).
Appears in 1 contract
